This Website Maintenance Agreement (“Agreement”) is hereby entered into between (collectively “Client”) and applies to the purchase of monthly website maintenance services (hereinafter collectively referred to as “Maintenance Services”) ordered by the Client. This Agreement shall be effective as of the Date. Either party may terminate this Agreement upon 30 days’ written notice to the other party if the other party breaches any material obligation provided hereunder and fails to remedy such breach within thirty (30) days of receiving the notice.

Lift-Off Design Studio may terminate this Agreement:

• (i) immediately if the Client fails to pay any fees hereunder; or
• (ii) if the Client fails to cooperate with Lift-Off Design Studio or hinders Lift-Off Design Studio’s ability to perform the maintenance services hereunder.

Maintenance Services:

Lift-Off Design Studio agrees to provide the Client with Maintenance Services as described in this Agreement. Maintenance Services include:

• Analyzing Website Performance
• Testing Website Forms
• Testing Order Process
• Backing up the Website
• Checking Website Security
• Testing Website Speed
• Checking Website Links
• Updating Content (text, images, and other minor changes to website pages)
• Any website support requests that go beyond what is outlined in this Agreement will incur an extra fee.
• Upgrades to the Client’s content management system, including plugins and themes.

These tasks are performed throughout the month and will be detailed in your monthly report. Some items, such as updates, are only done when necessary and when we know the update is a stable version and it is safe to proceed.

Malware, Spam, or Malicious Code:

Removal of malware, spam, and malicious code from the Client’s website is available for an additional charge of $199 per incident for clients who are on a maintenance plan at the time of infection.

Fees; Limitations on Refunds and Cancellation

Fees:

The Client agrees to pay Lift-Off Design Studio any and all fees as billed in accordance with this Agreement. The fees must be received prior to the start of any Maintenance Services.

THE Client FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY THE CLIENT, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE Client FURTHER AGREES TO PAY, UPON CANCELLATION, ANY OTHER AMOUNTS DUE TO LIFT-OFF DESIGN STUDIO FOR WORK PROVIDED AT THE CLIENT’S REQUEST ABOVE AND BEYOND THE MONTHLY ALLOTTED TIME OF THE MONTHLY AGREEMENT.

Client Responsibilities:

For the purpose of providing these services, the Client agrees:

– To accurately communicate to Lift-Off Design Studio the information that needs to be changed or added.

• To promptly respond to any questions from Lift-Off Design Studio regarding task work on the website.
• To provide Lift-Off Design Studio with access to its website for creating new pages and making changes to provide Maintenance Services.
• To provide Lift-Off Design Studio with access to their web hosting account, including active user name/password combinations for FTP access, ensuring that ‘write permissions’ are in place on the hosting provider.

Client Acknowledgements:

The Client understands, acknowledges, and agrees that:

• The amount of time allocated for updates to text, images, and other minor changes is determined by the Maintenance Package.
• All work for monthly maintenance tasks will be scheduled according to Lift-Off Design Studio’s workflow.
• Failure to answer a critical question within 5 business days may result in the task being delayed and moved to the end of the work queue.
• Additional tasks requested within the same month will be invoiced accordingly, based on the task, rather than an hourly rate.
• Website updates do not include image editing, graphic design, additional pages, additional links, database design, database changes, programming, or search engine optimization, among others.
• Website updates do not cover website redesign, realignment, or redevelopment that constitutes more than a 50% change to web pages.
• CMS design, integration of plugins requiring extensive configuration, programming of complex features such as blogs, shopping carts, API integrations, and web forums are not considered “minor” changes and require a separate design or development agreement.
• Maintenance Agreement does not include training on search engine optimization (SEO) or other online digital marketing.
• All communications will be conducted during regular business hours, Monday through Friday, from 9:00 AM to 5:00 PM (MTS).
• Lift-Off Design Studio has no control over server downtime, software incompatibilities, PHP compatibility issues, or other hosting-related matters.
• Lift-Off Design Studio is not responsible for Client’s email issues or troubleshooting problems on their own computer. Their role is to maintain and optimize the website’s functionality.
• Lift-Off Design Studio has no control over the policies of search engines or directories regarding site acceptance or exclusion.
• If changes made by Lift-Off Design Studio based on the Client’s information are incorrect, additional time to rectify the changes will be counted within the monthly allotted time.
• Unused time is not cumulative and does not carry over from month to month.
• Maintenance Services time is strictly on a month-to-month basis.
• Lift-Off Design Studio is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors or misspellings.
• Lift-Off Design Studio is not responsible for changes made to the Client’s website by other parties, including the Client themselves.
• Throughout the contract duration, Lift-Off Design Studio will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website. Any errors resulting from changes made by parties other than Lift-Off Design Studio, including the Client, will be repaired and charged at the specified hourly rate.
• Lift-Off Design Studio is not responsible for third-party plugins that may become unusable as a result of Maintenance Services.
• Lift-Off Design Studio will not repair Client’s website(s) that were compromised, hacked, or infected prior to ordering Maintenance Services.
• Recovery or repair of the Client’s website is not guaranteed.
• The availability of backups is not guaranteed.

Indemnification:

The Client shall indemnify and hold harmless Lift-Off Design Studio (including its subsidiaries, affiliates, officers, agents, co-branders, partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred by Lift-Off Design Studio as a result of (a) any content or material provided by the Client (the “Client Content”), or (b) a claim that Lift-Off Design Studio’s use of the Client Content infringes the intellectual property rights of a third party. Lift-Off Design Studio must be promptly notified of any claim and allowed to participate in the defense and related negotiations, as controlled by the Client.

Disclaimer of All Other Warranties:

Lift-Off Design Studio does not guarantee that the Maintenance Services will meet the Client’s expectations or requirements. The Client assumes all risks regarding the quality and performance of the services. Except as otherwise stated in this agreement, Lift-Off Design Studio provides its services “as is” and without any warranty. The parties agree that the limited warranties mentioned in this section are the only warranties provided by each party, and both parties disclaim all other warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance, content, and computing and distribution systems. If any provision of this agreement is deemed unlawful, void, or unenforceable, it will be separated from this agreement and will not affect the validity and enforceability of the remaining provisions.

Limited Liability:

Lift-Off Design Studio shall not be liable to the Client for any indirect, special, exemplary, or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose, or any damages arising from breach of warranty, contract, negligence, or strict liability. This includes lost profits, whether foreseeable or alleged, loss of data, or any performance under this agreement. Even if Lift-Off Design Studio has been advised of the possibility of such damages and regardless of the failure of any limited remedy provided in this agreement, no refunds will be given. Lift-Off Design Studio makes no warranty, whether express or implied, with regard to any third-party products, third-party content, or any software, equipment, or hardware obtained from third parties.

Client Representations:

The Client makes the following representations and warranties for the benefit of Lift-Off Design Studio:

• The Client represents and unconditionally guarantees that any text, graphics, photos, designs, trademarks, or other artwork provided to Lift-Off Design Studio are owned by the Client or that the Client has obtained permission from the rightful owner to use these elements. The Client will hold Lift-Off Design Studio and its subcontractors harmless and defend them against any claim or suit arising from the use of these elements.
• The Client guarantees to Lift-Off Design Studio that their website has not been compromised, hacked, defaced, or infected prior to ordering Maintenance Services.

Confidentiality:

The parties agree to keep each other’s Proprietary or Confidential Information confidential. This includes written or oral contracts, trade secrets, know-how, business methods, policies, memoranda, reports, records, computer-retained information, notes, or financial information. Proprietary or Confidential Information does not include information that: (i) is publicly known through means other than a breach of confidentiality; (ii) the receiving party already knew or received from a third party; (iii) was independently developed by the receiving party; or (iv) is required to be disclosed under court order or lawful process. The parties agree not to disclose each other’s Proprietary or Confidential Information to any third party or use it for any purpose other than specified in this Agreement. Each party’s proprietary or confidential information remains their sole and exclusive property. The parties acknowledge that in the event of unauthorized use or disclosure, the non-disclosing party may seek equitable relief. The obligations of confidentiality regarding Proprietary or Confidential Information continue for a period of three (3) years from the effective date, even after termination or expiration of this Agreement.

Disputes:

The Client and Lift-Off Design Studio will make a good-faith effort to resolve any disagreements through negotiation. If they fail to reach a resolution within ten (10) days, any dispute arising from or relating to this Agreement will be submitted to arbitration in Denver, Colorado, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted by one arbitrator selected at the discretion of the American Arbitration Association administrator, who must be a licensed attorney with at least ten (10) years of experience in law practice and negotiation or litigation of technology contracts. The arbitrator has the power to enter any award that could be entered by a judge of the state courts of Denver, Colorado. However, the arbitrator cannot award punitive damages or damages that are not compensatory. The arbitrator must issue a resolution within thirty (30) days of the submission of the dispute. The written decision of the arbitrator is final, binding, and enforceable in any court with jurisdiction. This section does not prevent either party from seeking temporary or injunctive relief from a court.

Read and Understood:

By purchasing a Maintenance Package, the Client acknowledges that they have read and understood this Agreement and agree to be bound by its terms and conditions.